The governance and nominating committee will consider director
candidates recommended by stockholders if the recommended
director candidate would be eligible to serve as a director
under our by-laws. Our by-laws require that directors have their
primary domicile in a county where the bank has a full service
branch. This requirement may be waived by a majority of the
board so long as a majority of the directors currently serving
on the board have their primary residence in a county where the
bank has a full service branch.

In order to be considered by the governance and nominating
committee, a stockholder recommendation of a director candidate
must set forth all information relating to the candidate that is
required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise
required, pursuant to Regulation 14A under the Exchange Act
and
Rule 14a-11
thereunder (including the potential directors written
consent to being named in the proxy statement as a nominee and
to serving as a director if elected).

The governance and nominating committee will consider director
candidates recommended by stockholders in the same manner that
it considers all director candidates. This consideration will
include an assessment of each candidates experience,
integrity, competence, diversity, skills and dedication in the
context of the needs of the board. Each candidate will be
evaluated in the context of the board as a whole, with the
objective of recommending a group of nominees that can best
perpetuate the success of the business and represent stockholder
interest through the exercise of sound judgment based on a
diversity of experience.

Rather than recommending director candidates to the governance
and nominating committee, stockholders may directly nominate a
person for election to the board by complying with the
procedures set forth in our by-laws, any applicable rules and
regulations of the Securities and Exchange Commission and any
applicable laws. For more information regarding the submission
of stockholder nominations of director candidates, please refer
to the section entitled Stockholder Proposals, as
well as the Q&A appearing at the beginning of this proxy
statement.

The governance and nominating committee will consider director
candidates recommended by stockholders if the recommended
director candidate would be eligible to serve as a director
under our by-laws. Our by-laws require that directors have their
primary domicile in a county where the bank has a full service
branch. This requirement may be waived by a majority of the
board so long as a majority of the directors currently serving
on the board have their primary residence in a county where the
bank has a full service branch.

In order to be considered by the governance and nominating
committee, a stockholder recommendation of a director candidate
must set forth all information relating to the candidate that is
required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise
required, pursuant to Regulation 14A under the Exchange Act
and
Rule 14a-11
thereunder (including the potential directors written
consent to being named in the proxy statement as a nominee and
to serving as a director if elected).

The governance and nominating committee will consider director
candidates recommended by stockholders in the same manner that
it considers all director candidates. This consideration will
include an assessment of each candidates experience,
integrity, competence, diversity, skills and dedication in the
context of the needs of the board. Each candidate will be
evaluated in the context of the board as a whole, with the
objective of recommending a group of nominees that can best
perpetuate the success of the business and represent stockholder
interest through the exercise of sound judgment based on a
diversity of experience.

Rather than recommending director candidates to the governance
and nominating committee, stockholders may directly nominate a
person for election to the board by complying with the
procedures set forth in our by-laws, any applicable rules and
regulations of the Securities and Exchange Commission and any
applicable laws. For more information regarding the submission
of stockholder nominations of director candidates, please refer
to the section entitled Stockholder Proposals, as
well as the Q&A appearing at the beginning of the proxy
statement.

The Governance and Nominating Committee will consider director
candidates recommended by stockholders of the Company if the
recommended director candidate would be eligible to serve as a
director under the Companys By-laws. The Companys
By-laws require that directors have their primary domicile in a
county where the Bank has a full service branch. This
requirement may be waived by a majority of the Board so long as
a majority of the directors currently serving on the Board have
their primary residence in a county where the Bank has a full
service branch.

In order to be considered by the Governance and Nominating
Committee, a stockholder recommendation of a director candidate
must set forth all information relating to the candidate that is
required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise
required, pursuant to Regulation 14A under the Exchange Act
and
Rule 14a-11
thereunder (including such persons written consent to
being named in the proxy statement as a nominee and to serving
as a director if elected).

The Governance and Nominating Committee will consider director
candidates recommended by stockholders in the same manner that
it considers all director candidates. This consideration will
include an assessment of each candidates experience,
integrity, competence, diversity, skills and dedication in the
context of the needs of the Board. Each candidate will be
evaluated in the context of the Board as a whole, with the
objective of recommending a group of nominees that can best
perpetuate the success of the business and represent stockholder
interest through the exercise of sound judgment based on a
diversity of experience.

Rather than recommending director candidates to the Governance
and Nominating Committee, stockholders may directly nominate a
person for election to the Board by complying with the
procedures set forth in the Companys By-laws, any
applicable rules and regulations of the Securities and Exchange
Commission and any applicable laws. For more information
regarding the submission of stockholder nominations of director
candidates, please refer to the section entitled
Stockholder Proposals.

The Governance and Nominating Committee will consider director
candidates recommended by stockholders of the Company if the
recommended director candidate would be eligible to serve as a
director under the Companys By-laws. The Companys
By-laws require that directors have their primary domicile in a
county where the Bank has a full service branch. This
requirement may be waived by a majority of the Board so long as
a majority of the directors currently serving on the Board have
their primary residence in a county where the Bank has a full
service branch.

In order to be considered by the Governance and Nominating
Committee, a stockholder recommendation of a director candidate
must set forth all information relating to the candidate that is
required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise
required, pursuant to Regulation 14A under the Exchange Act
and
Rule 14a-11
thereunder (including such persons written consent to
being named in the proxy statement as a nominee and to serving
as a director if elected).

The Governance and Nominating Committee will consider director
candidates recommended by stockholders in the same manner that
it considers all director candidates. This consideration will
include an assessment of each candidates experience,
integrity, competence, diversity, skills and dedication in the
context of the needs of the Board. Each candidate will be
evaluated in the context of the Board as a whole, with the
objective of recommending a group of nominees that can best
perpetuate the success of the business and represent stockholder
interest through the exercise of sound judgment based on a
diversity of experience.

Rather than recommending director candidates to the Governance
and Nominating Committee, stockholders may directly nominate a
person for election to the Board by complying with the
procedures set forth in the Companys By-laws, any
applicable rules and regulations of the Securities and Exchange
Commission and any applicable laws. For more information
regarding the submission of stockholder nominations of director
candidates, please refer to the section entitled
Stockholder Proposals.